SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the thirteen weeks ended March 30, 2002
                                  --------------

( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from __________ to __________

                          Commission File Number 1-5084

                              TASTY BAKING COMPANY

               (Exact name of company as specified in its charter)

       Pennsylvania                                      23-1145880
--------------------------------------------------------------------------------
 (State of Incorporation)                   (IRS Employer Identification Number)


           2801 Hunting Park Avenue, Philadelphia, Pennsylvania 19129
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (215) 221-8500
--------------------------------------------------------------------------------
                (Company's Telephone Number, including area code)

Indicate by check mark whether the company (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding  12 months  (or for such  shorter  period  that the  company  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

               Yes X                                      No
                  ---                                        ---

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

Indicate  by check mark  whether  the  registrant  has filed all  documents  and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

               Yes                                        No
                  ---                                        ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, par value $.50                                8,066,100
--------------------------------------------------------------------------------
      (Title of Class)                             (No. of Shares Outstanding
                                                       as of May 10, 2002)

                                    1 of 10
<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES


                                      INDEX


                                                                          Page


PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Consolidated Condensed Balance Sheets
         March 30, 2002 and December 29, 2001...............................3

         Consolidated Condensed Statements of Operations
         Thirteen weeks ended March 30, 2002 and March 31, 2001.............4

         Consolidated Condensed Statements of Cash Flows
         Thirteen weeks ended March 30, 2002 and March 31, 2001.............5

         Notes to Consolidated Condensed Financial Statements...............6

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations..............................7-8

Item 3.  Quantitative and Qualitative Disclosure
         About Market Risk8

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings..................................................9

Item 6.  Exhibits and Reports on Form 8-K...................................9

Signature..................................................................10

                                    2 of 10

<PAGE>

 PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements

<TABLE>
<CAPTION>
                                          TASTY BAKING COMPANY AND SUBSIDIARIES
                                          CONSOLIDATED CONDENSED BALANCE SHEETS
                                                       (unaudited)

-----------------------------------------------------------------------------------------------------------------------
                                                                       March 30, 2002              December 29, 2001
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                             <C>
 Current assets:
       Cash                                                                $ 129,506                       $ 367,220
       Accounts and notes receivable, net of
         allowance for doubtful accounts                                  23,356,098                      22,233,413
       Inventories:
             Raw materials                                                 4,316,605                       3,995,228
             Work in progress                                                757,887                         720,511
             Finished goods                                                2,373,578                       3,696,045
                                                               ------------------------------------------------------
                                                                           7,448,070                       8,411,784
       Deferred income taxes, prepayments and other                        4,159,399                       4,156,755
                                                               ------------------------------------------------------
             Total current assets                                         35,093,073                      35,169,172
                                                               ------------------------------------------------------
 Property, plant and equipment:                                          185,646,386                     184,224,586
       Less accumulated depreciation                                     126,257,504                     124,522,610
                                                               ------------------------------------------------------
                                                                          59,388,882                      59,701,976
                                                               ------------------------------------------------------
 Long-term receivables                                                    10,197,682                      10,201,049
                                                               ------------------------------------------------------
 Deferred income taxes                                                     7,381,934                       7,381,934
                                                               ------------------------------------------------------
 Spare parts inventory and miscellaneous assets                            3,786,591                       3,682,688
                                                               ------------------------------------------------------
 Total assets                                                          $ 115,848,162                   $ 116,136,819
                                                               ======================================================
 Current liabilities:
       Current obligations under capital leases                            $ 220,951                       $ 239,593
       Notes payable, banks                                                5,100,000                       3,900,000
       Accounts payable                                                    4,334,227                       5,306,976
       Accrued liabilities                                                 6,460,377                       7,438,750
                                                               ------------------------------------------------------
          Total current liabilities                                       16,115,555                      16,885,319
                                                               ------------------------------------------------------
 Long-term debt, less current portion                                     11,000,000                      11,000,000
                                                               ------------------------------------------------------
 Long-term obligations under capital leases,
       less current portion                                                3,562,779                       3,603,310
                                                               ------------------------------------------------------
 Accrued pensions and other liabilities                                   11,720,043                      11,506,969
                                                               ------------------------------------------------------
 Postretirement benefits other than pensions                              18,072,716                      18,076,719
                                                               ------------------------------------------------------
 Shareholders' equity:
       Common stock                                                        4,558,243                       4,558,243
       Capital in excess of par value of stock                            29,468,280                      29,388,567
       Retained earnings                                                  35,077,885                      34,838,636
                                                               ------------------------------------------------------
                                                                          69,104,408                      68,785,446
       Less:
       Treasury stock, at cost                                            13,221,322                      13,167,082
       Management Stock Purchase Plan
             receivables and deferrals                                       506,017                         553,862
                                                               ------------------------------------------------------
                                                                          55,377,069                      55,064,502
                                                               ------------------------------------------------------
 Total liabilities and shareholders' equity                            $ 115,848,162                   $ 116,136,819
                                                               ======================================================

                         See accompanying notes to consolidated condensed financial statements.

                                                         3 of 10
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                    TASTY BAKING COMPANY AND SUBSIDIARIES
                               CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                                 (unaudited)


------------------------------------------------------------------------------------------------------------
                                                                     For the Thirteen Weeks Ended
                                                              March 30, 2002              March 31, 2001 (a)
------------------------------------------------------------------------------------------------------------

<S>                                                             <C>                       <C>
 Gross Sales                                                    $64,039,058               $ 65,655,374
 Less discounts and allowances                                  (23,380,184)               (23,412,110)
                                                       -----------------------------------------------------
 Net Sales                                                       40,658,874                 42,243,264
                                                       -----------------------------------------------------
 Costs and expenses:
       Cost of sales                                             25,954,274                 26,191,337

       Depreciation                                               1,734,892                  1,849,030

       Selling, general and
          administrative                                         10,983,307                 10,803,768

       Interest expense                                             367,733                    282,042

       Other income, net                                           (279,761)                  (318,151)
                                                       -----------------------------------------------------

                                                                 38,760,445                 38,808,026
                                                       -----------------------------------------------------

 Income before provision for
       income taxes                                               1,898,429                  3,435,238

 Provision for income taxes                                         693,273                  1,315,787
                                                       -----------------------------------------------------

 Net income                                                     $ 1,205,156                 $2,119,451
                                                       =====================================================


 Average common shares outstanding:
            Basic                                                 8,049,657                  7,902,402
            Diluted                                               8,188,303                  8,022,865

 Per share of common stock:

 Net income:
            Basic                                                     $0.15                      $0.27
                                                       =====================    =======================
            Diluted                                                   $0.15                      $0.26
                                                       =====================    =======================

       Cash dividend                                                  $0.12                      $0.12
                                                       =====================    =======================


(a)  Reclassified  for  comparative  purposes to reflect  the change in  presentation  for thrift  stores and
     cooperative advertising.


                   See accompanying notes to consolidated condensed financial statements.


                                                   4 of 10
</TABLE>

<TABLE>
<CAPTION>
                                            TASTY BAKING COMPANY AND SUBSIDIARIES
                                       CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                                         (unaudited)



---------------------------------------------------------------------------------------------------------------------------
                                                                                   For the Thirteen Weeks Ended
                                                                           March 30, 2002                   March 31, 2001
---------------------------------------------------------------------------------------------------------------------------

<S>                                                                           <C>                              <C>
 Cash flows from (used for) operating activities
       Net income                                                             $ 1,205,156                      $ 2,119,451
       Adjustments to reconcile net income to net
        cash provided by operating activities:
           Depreciation                                                         1,734,892                        1,849,030
           Amortization                                                            10,490                           15,939
           Conditional Stock Grant                                                      -                          804,759
           Other                                                                  105,168                         (274,068)
       Changes in assets and liabilities
        affecting operations                                                   (2,112,737)                      (3,952,023)
                                                                   --------------------------------------------------------

       Net cash from operating activities                                         942,969                          563,088
                                                                   --------------------------------------------------------

 Cash flows from (used for) investing activities
       Purchase of property, plant and equipment                               (1,421,798)                      (1,763,269)
       Proceeds from owner/operators' loan repayments                             860,855                          782,552
       Loans to owner/operators                                                  (857,488)                      (1,174,608)
       Other                                                                       62,828                            9,554
                                                                   --------------------------------------------------------

       Net cash used for investing activities                                  (1,355,603)                      (2,145,771)
                                                                   --------------------------------------------------------

 Cash flows from (used for) financing activities
       Additional long-term debt                                                        -                        1,000,000
       Dividends paid                                                            (965,907)                        (941,437)
       Payment of long-term debt                                                  (59,173)                         (20,393)
       Net increase in short-term debt                                          1,200,000                          550,000
       Net proceeds from sale of common stock                                           -                          748,776
                                                                   --------------------------------------------------------

       Net cash from financing activities                                         174,920                        1,336,946
                                                                   --------------------------------------------------------

       Net decrease in cash                                                      (237,714)                        (245,737)

       Cash, beginning of year                                                    367,220                          311,242
                                                                   --------------------------------------------------------

       Cash, end of period                                                      $ 129,506                         $ 65,505
                                                                   ========================================================


       Supplemental Cash Flow Information:
       Cash paid during the period for:
           Interest                                                             $ 214,738                        $ 273,219
                                                                   ========================================================
           Income taxes                                                         $ 150,151                        $ 798,400
                                                                   ========================================================


                           See accompanying notes to consolidated condensed financial statements.

                                                           5 of 10
</TABLE>

<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   New Credit Facility
     -------------------
     On  January  31,  2002  the  company  entered  into a new  credit  facility
     (facility)  for  $40,000,000  with two banks.  This  facility  replaced all
     existing  short-term  and  long-term  lines of credit.  Under the facility,
     $15,000,000 is available on a 364 day basis and $25,000,000 is available on
     a three-year  revolving term,  both of which are renewable  annually for an
     extension  of one year upon  approval  of the  banks.  The  facility  bears
     interest  at an  indexed  LIBOR  rate or the prime  rate,  and it  contains
     restrictive  covenants,  which include  provisions  for the  maintenance of
     tangible net worth,  coverage of fixed charges,  and  restrictions on total
     indebtedness,  guarantees  and  investments.  The  364 day  portion  of the
     facility  contains a sub-limit of  $6,000,000  for  overnight  "Swing Line"
     borrowings.  The revolving  portion allows for Standby Letters of Credit to
     be issued.

2.   Interim Financial Information
     -----------------------------
     In the  opinion of  management,  the  accompanying  unaudited  consolidated
     condensed financial statements contain all adjustments  (consisting of only
     normal  recurring  accruals)  necessary  to present  fairly  the  financial
     position of the company as of March 30, 2002 and  December  29,  2001,  the
     results of its  operations  for the thirteen weeks ended March 30, 2002 and
     March 31, 2001 and cash flows for the  thirteen  weeks ended March 30, 2002
     and  March 31,  2001.  These  unaudited  consolidated  condensed  financial
     statements  should be read in conjunction with the  consolidated  financial
     statements  and footnotes  thereto in the  company's  2001 Annual Report to
     Shareholders. In addition, the results of operations for the thirteen weeks
     ended March 30, 2002 are not  necessarily  indicative  of the results to be
     expected for the full year.

     Certain  expense  items are  charged to  operations  in the year  incurred.
     However,  for  interim  reporting  purposes  the  expenses  are  charged to
     operations on a pro-rata basis over the company's  accounting periods.  For
     the thirteen  weeks ended March 30, 2002 and March 31, 2001, the difference
     between the actual expenses incurred and the expenses charged to operations
     was not material.

3.   Net Income Per Common Share
     ---------------------------
     Net income per common share is presented as basic and diluted  earnings per
     share. Net income per common share - Basic is based on the weighted average
     number of common shares  outstanding during the year. Net income per common
     share - Diluted is based on the weighted  average  number of common  shares
     and dilutive  potential  common  shares  outstanding  during the year.  The
     company's  dilutive  potential  common shares  outstanding  during the year
     result entirely from dilutive stock options. Potential common shares, which
     would  result from the exercise of stock  options,  are not included in the
     computation  of diluted per share amounts when the options'  exercise price
     is greater than the average market price of the common shares.

4.   Restricted Stock Plan
     ---------------------
     On December  21,  2000,  the Board of  Directors  adopted the Tasty  Baking
     Company  Restricted Stock Incentive Plan (Restricted Stock Plan), which was
     approved by shareholders at the 2001 Annual Meeting. Under the terms of the
     Restricted  Stock Plan,  200,000 common shares were  authorized and 109,500
     common  shares were granted to  executives  of the company.  The target for
     these awards was to be the achievement of a compound annualized increase in
     earnings  per share of 10% per year for fiscal years 2001 through 2003 (the
     Measurement Period) over earnings per share for fiscal year 2000. Since the
     target for 2001 had not been achieved,  and based on the first quarter 2002
     results,  the  company is  satisfied  that the  overall  target will not be
     achieved.  Therefore,  in the  first  quarter  of 2002 the  balance  of the
     accrual of $239,664 was reversed.

                                    6 of 10

<PAGE>

                      TASTY BAKING COMPANY AND SUBSIDIARIES

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations
         -----------------------------------------------------------

Results of Operations
---------------------

Net income for the first quarter of 2002 was  $1,205,156 or $.15 per share.  Net
income for the first quarter of 2001 was  $2,119,451  or $.26 per share.  During
the first  quarter  of 2001,  both the $14.00 and  $16.00  stock  price  targets
pertaining  to a 1999  conditional  stock  grant were  achieved  and a resulting
pre-tax  charge of $805,000 of  compensation  expense was recorded.  Without the
additional  expense related to the $16.00 per share price target, net income per
share would have been $.29. The  achievement of the $16.00 target  completed the
conditional stock grant.

For the first quarter,  gross sales decreased 2.5% to  $64,039,058,  compared to
$65,655,374  last year.  The decrease in gross sales was primarily the result of
volume  decreases  due to  consumer  resistance  to price  increases  and  heavy
promotional activity by competitors. Gross sales, less discounts and allowances,
resulted  in a  decrease  in net  sales  of 3.8%  to  $40,658,874,  compared  to
$42,243,264  last year.  For  comparability,  2001 net sales in this  filing are
revised due to  reclassifications  of thrift store and co-operative  advertising
expenses.  In 2002,  the company  reported  expenses  incurred to run its thrift
stores as operating  expenses;  in 2001 those expenses were shown as a reduction
of net sales. Also during 2002, due to a change in accounting rules, the company
is  reporting  co-operative  advertising  as a reduction  of net sales;  in 2001
co-operative  advertising  was included in  operating  expense.  The  percentage
decrease in net sales was greater  than the  percentage  decrease in gross sales
primarily due to the effect of  commissions  related to the company's  increased
national sales efforts.

Cost of sales, as a percentage of gross sales, was 40.5% and 39.9% for the first
quarters of 2002 and 2001,  respectively.  The  percentage  increase in 2002 was
primarily  due to an increase in the  percentage of sales of lower profit margin
products, and an increase in sales to mass merchandisers.

Selling,  general  and  administrative  expenses  for the first  quarter of 2002
increased  by $179,539 or 1.7%  compared  to the first  quarter of 2001.  Thrift
store  expenses  increased  due to the  number of stores  operating  during  the
quarter  (sixteen in 2002 compared to eleven in 2001).  This increase was offset
by a decrease in compensation expense in 2002 relative to the additional expense
in 2001 resulting from the achievement of the conditional stock grant targets.

Interest  expense  increased  for the first  quarter  of 2002  versus  the first
quarter of 2001 as a result of bank  charges  related  to a debt  restructuring,
partially  offset by decreased  average  interest rates as well as lower average
borrowing levels.

The  effective tax rate was 36.5% for the quarter ended March 30, 2002 and 38.3%
for the quarter ended March 31, 2001, which compare to a federal  statutory rate
of 34%. The  difference  between the effective  rates and the statutory rate was
the effect of state taxes.

                                    7 of 10

<PAGE>

Financial Condition
-------------------

The company has  consistently  demonstrated  the ability to generate  sufficient
cash flow from operations. Bank borrowings, under the company's credit facility,
are used to  supplement  cash flow from  operations  during  periods of cyclical
shortages.

For the thirteen weeks ended March 30, 2002, net cash from operating  activities
increased by $379,881 to $942,969 from $563,088 for the same period in 2001. The
increase in 2002 compared to 2001 was due to a smaller  increase in  receivables
as  compared  to the prior year and a decrease  in  inventories  compared  to an
increase in the prior year.  These positive  changes were partially  offset by a
decrease in liabilities and net income in the current year.

Net cash used for investing  activities  for the thirteen  weeks ended March 30,
2002 decreased by $790,168  relative to the same period in 2001  principally due
to lower capital  expenditures in the current year. Also, there was an excess of
proceeds from owner/operator loan payments over new loans granted in the current
quarter  compared  to an excess of new loans  granted  over  proceeds  from loan
payments in the prior year.

Net cash from  financing  activities for the thirteen weeks ended March 30, 2002
decreased by $1,162,026  relative to the same thirteen  weeks in 2001 due to the
fact that there were no  proceeds  from the sale of common  stock in the current
quarter and there was a decrease in net bank borrowings.

For  the  remainder  of  2002  the  company  anticipates  that  cash  flow  from
operations,  along with the  continued  availability  of credit under the credit
facility,   will  provide  sufficient  cash  to  meet  operating  and  financing
requirements.

Forward-Looking Statements
--------------------------

Certain   statements  in  this  filing  that  are  not   historical   facts  are
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform Act of 1995.  Forward-looking  statements  involve  risks and
uncertainties,  which could cause actual results to differ from those projected.
Factors  that  could  cause  actual  results  to differ  materially  from  those
expressed  or  implied by such  forward-looking  statements  include  changes in
general economic or business conditions,  the availability of capital upon terms
acceptable to the company,  the  availability  and prices of raw materials,  the
level of demand  for the  company's  products,  legal  proceedings  to which the
company is or may become a party,  the  actions of  competitors  and  customers,
changes in consumer tastes or eating habits, the success of plant  modernization
and business strategies  implemented by the company,  and the ability to develop
and market in a timely and efficient  manner new products  which are accepted by
consumers.

Item 3.   Quantitative and Qualitative Disclosure About Market Risk
          ---------------------------------------------------------

The  company  has  certain  floating  rate  debt  notes.  Under  current  market
conditions, the company believes that changes in interest rates would not have a
material impact on the financial statements of the company. The company also has
notes receivable from owner operators whose rates adjust every three years, and,
therefore,  would partially  offset the  fluctuations in the company's  interest
rates on its notes  payable.  The company also has the right to sell these notes
receivable,  and could use these proceeds to liquidate a corresponding amount of
the debt notes payable.

                                    8 of 10

<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings
          -----------------
          In  November,   1998,  nine  (9)  independent  route   owner/operators
          (Plaintiffs),   on   behalf   of  all   present   and   former   route
          owner/operators,   commenced  suit  against  the  Registrant   seeking
          recovery from the Registrant of amounts (i) which the  owner/operators
          paid  in the  past to the  Internal  Revenue  Service  on  account  of
          employment  taxes,  and (ii) collected by the Registrant since January
          1,   1998  as  an   administrative   fee   from   all   unincorporated
          owner/operators.  The  Registrant  removed the complaint to the United
          States District Court for the Eastern District of Pennsylvania and was
          successful in having the complaint  dismissed with prejudice as to all
          federal causes of action.

          Subsequently,  Plaintiffs  commenced a new suit in Common  Pleas Court
          for  Philadelphia  County,  Pennsylvania,  asserting  state law claims
          seeking  damages  for  (1)  the  alleged  erroneous  treatment  of the
          owner/operators as independent contractors by the Registrant such that
          the  owner/operators  were  required  to pay  self-employment,  social
          security and federal  unemployment taxes which they allege should have
          been paid by the Registrant,  and (2) for breach of contract  relating
          to the  collection of an  administrative  fee from all  unincorporated
          owner/operators.  The Court  dismissed  with  prejudice the Plaintiffs
          first claim in March 2000.  As to the second  claim,  in January 2002,
          the  Court  certified  a class of  approximately  200  owner/operators
          (representing  approximately 43% of the Registrant's  current routes),
          consisting of  unincorporated  owner/operators  who, since February 7,
          1998,  have  paid or  continue  to pay the  administrative  fee to the
          Registrant.  The Registrant  believes the case to be without merit and
          is defending the matter vigorously. The Registrant has not established
          any reserve in the event that the ultimate  outcome of this litigation
          proves  unfavorable  to the  Registrant.  If this matter is determined
          adversely to the Registrant,  the ultimate liability arising therefrom
          should not be material to the  financial  position of the  Registrant,
          but could be material to its results of  operations  in any quarter or
          annual period.


Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

     (a)  Reports on Form 8-K

          The  company  did not file a report on Form 8-K  during  the  thirteen
          weeks ended March 30, 2002.



                                    9 of 10

<PAGE>


                      TASTY BAKING COMPANY AND SUBSIDIARIES

                                    SIGNATURE
                                    ---------

Pursuant to the requirements of the Securities Exchange Act of 1934, the company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.





                                                  TASTY BAKING COMPANY
                                        ----------------------------------------
                                                        (Company)








         May 13, 2002                              /S/ John M. Pettine
    ----------------------              ----------------------------------------
            (Date)                                   JOHN M. PETTINE
                                              EXECUTIVE VICE PRESIDENT AND
                                                 CHIEF FINANCIAL OFFICER
                                              (PRINCIPAL FINANCIAL OFFICER)




         May 13, 2002                             /S/ Daniel J. Decina
    ----------------------              ----------------------------------------
            (Date)                                  DANIEL J. DECINA
                                               VICE PRESIDENT, FINANCE AND
                                                CHIEF ACCOUNTING OFFICER
                                             (PRINCIPAL ACCOUNTING OFFICER)


                                    10 of 10